Shantui Construction Machinery Co.Ltd(000680)
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer four
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders eight
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders eleven
Section VI voting and resolutions of the general meeting of shareholders fourteen
Chapter V board of Directors eighteen
Section 1 Directors eighteen
Section 2 independent directors twenty
Section III board of Directors twenty-three
Chapter VI general manager and other senior managers Chapter VII grass roots organizations of the party Chapter VIII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors thirty
Chapter IX Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-one
Section II Internal Audit thirty-four
Section III appointment of accounting firm thirty-four
Chapter X notice and announcement thirty-four
Section I notice thirty-four
Section II announcement thirty-five
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-five
Section 1 merger, division, capital increase and capital reduction thirty-five
Section 2 dissolution and liquidation thirty-six
Chapter XII amendment of the articles of Association 38 Chapter XIII Supplementary Provisions thirty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as the “company”), shareholders and creditors, and standardize the organization and behavior of the company, the articles of association are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the opinions on the standardization of joint stock limited companies and other relevant provisions issued by the State Commission for restructuring the economic system.
The company was approved by Ji Ti Gai [1993] No. 79 document of the Economic Reform Commission of Jining City. It was established in 1993 by directional fund-raising, registered with the Administration for Industry and Commerce of Jining City, Shandong Province and obtained a business license. In 1996, the company was standardized in accordance with the company law in accordance with the notice of the State Council on the standardization of original limited liability companies and joint stock limited companies in accordance with the company law (Guo Fa [1995] No. 17) and the opinions on several issues in the standardization of original joint stock limited companies issued by the State Economic Reform Commission, the State Administration for Industry and Commerce and the State Administration of state owned assets, According to the law, the company fulfilled the re registration procedures in Shandong Administration for Industry and Commerce and obtained a business license with the business license number of 37 Ping An Bank Co.Ltd(000001) 8047901. According to the opinions of the general office of the State Council on accelerating the reform of the “three in one” rating system (GBF (2015) No. 50), the unified social credit code of the company after merging the “three in one” of the original business license, organization code certificate and tax registration certificate is 9137 Konka Group Co.Ltd(000016) 59364136.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 2, 1996, the company issued 88.6 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on January 22, 1997.
Article 4 registered name of the company: Shantui Construction Machinery Co.Ltd(000680)
English name of the company: Shantui Construction Machinery Co., Ltd
Article 5 domicile of the company: No. 58, national highway 327, high tech Zone, Jining City, Shandong Province, China.
Postal Code: 272073.
Article 6 the registered capital of the company is 150125321200 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors, chief financial officer and chief engineer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: abide by various national laws, regulations and policies, adopt advanced technology and make rational use of capital, manpower and material resources, vigorously develop bulldozers, excavators, rollers, loaders, scrapers, pushers and rakers and their supporting parts and other construction machinery products with contemporary international advanced technology, and carry out diversified business within the scope allowed by the state, so as to revitalize and develop China’s construction machinery industry, Develop international economy and trade, improve the economic benefits of the company and increase the interests of shareholders.
Article 13 with the approval of the company registration authority, the business scope of the company is: research, development, manufacturing, sales, leasing, maintenance and technical consulting services of construction machinery, mining machinery, farmland basic Shaanxi Construction Machinery Co.Ltd(600984) , harvesting machinery and accessories; Rental of houses and sites.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the initiator of the company is Shandong Bulldozer General Factory. When the company is established, it takes the state-owned net assets confirmed by the state-owned assets management department as the capital contribution.
Article 19 the total number of shares of the company is 1501253212, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders.
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24
The company may acquire its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25
The company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be implemented after the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, if it belongs to the situation in Item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. If the company holds more than 6% of the shares and sells them for more than 5 months, it will not be restricted by the company’s exclusive sale of the shares.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 30 in case that the purchaser (together with the person acting in concert) intends to acquire 20% or more of the shares of the company by agreement, the company and the shareholders who intend to sell the shares of the company shall send a notice to the controlling shareholders within two days after the company receives the notice from the purchaser, which shall specify the number, price and other acquisition conditions of the shares to be sold. Under the same conditions, The controlling shareholder has the right of first refusal to purchase all or part of the shares to be sold specified in the notice. Before obtaining the written reply from the controlling shareholder, the shareholder who intends to sell the company’s shares shall not reach an agreement with the purchaser on his own.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) obtain dividends and other benefits in accordance with the shares they hold
